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DCMI By-laws

Date Issued: 2012-06-14
Identifier: http://dublincore.org/about/2012/06/14/bylaws/
Replaces: http://dublincore.org/about/2009/03/02/bylaws/
Is Replaced By: Not Applicable
Latest version: http://dublincore.org/about/bylaws/
Status of document: This is a DCMI Process Document.
Description of document: This document outlines the structure and operation of the Dublin Core Metadata Initiative (DCMI). It describes the details of the organizational structure and the decision making process.

The Dublin Core Metadata Initiative is incorporated as a Company limited by Guarantee in the Republic of Singapore under registration number 200823602C.

The registered address is:

SGX Centre 2, #17-01
4 Shenton Way
Singapore 068807

The operating address is:

c/o National Library Board
100 Victoria Street #14-01
Singapore 188064

Mission Statement

The Dublin Core Metadata Initiative provides simple standards to facilitate the finding, sharing and management of information.

DCMI does this by:

The major characteristics of DCMI as an organization are (the three ‘I’s):

DCMI Organigram

Article I: Participation Categories

A. Members

DCMI Members are national or regional organizations that represent stakeholder communities within their region. Members are established on a contractual basis and have rights and responsibilities as designated in a Membership Agreement executed between the Member and DCMI. The Member fee structure and levels are decided by the Board of Directors in consultation with the DCMI Oversight Committee, taking into account economic factors related to the locales covered by Members and the overall budget requirements of DCMI. Fee structure and levels will be regularly reviewed allowing for changes in economic circumstances and budget developments.

B. Partners

DCMI Partners are organizations that contribute financially to DCMI or its activities. They have rights and obligations as designated in a Partnership Agreement executed between the Partner and DCMI. Partnership categories and associated contribution levels are decided by the Board of Directors in consultation with the DCMI Oversight Committee.

C. Volunteers

Active, voluntary participation is open to anybody. Volunteers who commit to certain tasks (chairs of Communities and Task Groups, members of the Usage Board and Advisory Board, editors and contributors to DCMI documentation) are mentioned on the DCMI Web site.

D. General audience

Participation in DCMI Communities and Task Groups and subscription to DCMI mailing lists is open to anybody. DCMI Wikis are open for access to anybody, while write access may be restricted to registered members of a Task Group.

E. Liaisons

DCMI may maintain liaison relationships with other organizations with common or related interests for the purpose of facilitating or promoting such interests through collaborative activities. Liaison relationships involve exchange of expertise and communication channels suitable to the shared activities established to pursue common objectives.

Article II: Governance

A. Voting Privileges

While most activities in DCMI are consensus based, certain formal actions are subject to formal voting. Formal voting takes place according to the rules set out in the Companies Act of the Republic of Singapore. Voting in all cases governed by law is restricted to Members. In all other cases, the common rule for voting within DCMI is that proposals need more than 50% of assigned votes in favor and less than 25% of assigned votes against.

B. Members

  1. The Members, apart from committing to a guarantee as required by Singapore Companies Act, pay an annual "Membership Fee" to DCMI according to an established fee structure that takes into account the size and relative wealth of the country a Member represents. The Members sign Membership Agreements that specify the duration of the membership (three or five years) and the fee to be paid every year. Members may terminate membership at the end of the membership term or renew for another three or five years.
  2. New Members can be signed up at any time.
  3. An Annual General Meeting of the Members is scheduled at least once a year at a time and location agreed by the Members. Meetings may be conducted by electronic means such as telephone or video conference.
  4. The DCMI Board of Directors establishes an Oversight Committee that advises on operational, strategic and other issues. The Members accept the decisions of the Oversight Committee as binding unless they are in conflict with legal requirements.

    C. Company Secretary, accountants and auditors

  5. The roles of Company Secretary, accountant and auditor are outsourced to service companies in Singapore and are paid out of the DCMI accounts.

  6. Appointment, removal and replacement of service companies that provide these roles are decided by the DCMI Managing Director in consultation with the DCMI Oversight Committee. Contracts may be signed by the DCMI Managing Director or by any other representative of DCMI as appointed by the DCMI Board of Directors.

  7. The service companies and/or the persons appointed to provide these roles report to the DCMI Managing Director or to any other representative of DCMI as appointed by the DCMI Board of Directors.

  8. The persons that provide these roles have no involvement in the operational aspects of DCMI insofar as these do not relate to legal requirements according to the Companies Act. They are entitled to give advice to the DCMI Managing Director or to any other representative of DCMI as appointed by the DCMI Board of Directors on aspects that do relate to legal requirements or on any other issue they may think relevant for the operation of DCMI.

    D. DCMI Oversight Committee

  9. The DCMI Oversight Committee consists of at least one representative for each Member. In addition, a maximum of four independent OC members may be appointed by the Board of Directors.

  10. DCMI Oversight Committee members are appointed for three-year renewable terms. Membership of the Oversight Committee terminates at the termination of the Membership Agreement of the represented Member organization or at the request from the Member organization or the individual OC member. There is no limit to the number of times an individual can be re-appointed for a term on the DCMI Oversight Committee.

  11. The Members establish the procedures of the Oversight Committee. All members of the Oversight Committee have one vote each. The decision process in the DCMI Oversight Committee is as follows:

    1. Proposals can be made to the DCMI Oversight Committee by one of its members and by the DCMI Managing Director.
    2. Proposals must be forwarded, in writing and by an appropriate distribution mechanism with acknowledged receipt, to each of the members of the DCMI Oversight Committee at least one month before voting takes place. The submitter of the proposal may instruct the DCMI Managing Director to take care of distribution of the proposal.
    3. Proposals are accepted if the count of “YEA” votes is more than half of the total number of assigned votes and the count of “NAY” votes is less than one quarter of assigned votes. The number of assigned votes is equal to the number of members of the Oversight Committee at the time the voting takes place.
  12. The Oversight Committee advises the Members on appointment of DCMI Directors. A DCMI Managing Director is appointed who is responsible for the day-to-day running of the Company and is assigned any responsibility and tasks deemed necessary and allowed by law.

    E. DCMI Executive

  13. The Executive consists, as a minimum, of a DCMI Managing Director. The DCMI Managing Director may be physically located in any country in the world.

  14. The DCMI Managing Director is responsible for the day-to-day running of DCMI. This responsibility includes but is not limited to:

    1. Financial management, including preparation of financial reports and budgets.
    2. Activity and contract management, including preparation of regular progress reports and forward planning.
    3. Regular reporting as required by law and as set forth by rules decided by the DCMI Oversight Committee.
    4. Preparation, attendance and reporting related to meetings of Members and DCMI Oversight Committee.
  15. The DCMI Managing Director Officer may appoint, and delegate tasks to, further members of the Executive and other contractors under conditions set forth by or with the consent of the Oversight Committee.

  16. The DCMI Managing Director, in consultation with the DCMI Oversight Committee may install other consultative Committees to assist it in the running of the company and the provision of services to the Community, such as the DCMI Advisory Board for technical and organizational advice and the DCMI Usage Board for advice on semantics and interoperability.

    F. Usage Board

  17. The DCMI Usage Board consists of at least seven and no more than eleven people appointed by the DCMI Managing Director.

  18. The mission of the DCMI Usage Board is to ensure an orderly evolution of the metadata terms maintained by DCMI. The DCMI Usage Board evaluates proposals for new terms (or changes to existing terms) in light of grammatical principle, semantic clarity, usefulness, and overlap with existing terms. To proposals that are accepted, it assigns a specific status. The DCMI Usage Board also evaluates constructs that use DCMI terms, such as Application Profiles.

  19. Members of the DCMI Usage Board are selected based on the following criteria: knowledgeable concerning the development history and purpose of the Dublin Core Metadata Element Set and other DCMI terms and their relationship to the metadata world at large; related to a metadata community relevant to DCMI; willing and able to commit time and energy to the functions of the DCMI Usage Board; able to communicate verbally and in writing in English well enough to prepare documents and discuss complex issues in a group setting; geographic and domain distribution of members is relevant but will not override other criteria.

  20. The DCMI Managing Director appoints a chair of the DCMI Usage Board from one of the membership. The DCMI Managing Director may appoint non-voting Liaison members to the Usage Board. Liaison members may represent DCMI Members or Partners, or other organizations that have a stake in the development of DCMI specifications. DCMI Usage Board members are appointed for two-year, renewable terms. They may step down at their own discretion at any time.

  21. The DCMI Usage Board strives for consensus, justifying its decisions and interpretations in terms both of principle and of empirical practice. To be approved, a proposal needs more than 50% of assigned votes in favor and less than 25% of assigned votes against. Important decisions will be assigned a number for citation purposes and documented on the DCMI Web site. Decisions of the DCMI Usage Board are forwarded to the DCMI Managing Director for endorsement and approval.

  22. For internal communication, the DCMI Usage Board uses a closed mailing list. The messages are archived and are made publicly available. Meetings are held at least once a year. This meeting is scheduled during the annual DCMI conference. Further meetings can be scheduled, preferably close to other conferences, so as to make attendance convenient for as many members as possible. Scheduling is done far enough in advance so that as many members as possible may be present.

  23. The chair of the DCMI Usage Board is responsible for the preparation of a report of meetings and conference calls and submission to the DCMI Managing Director. Based on this report and after endorsement of DCMI Usage Board decisions, the DCMI Managing Director communicates the decisions to the DCMI community. Decisions on semantics are included in the reference documentation on the DCMI Web site.

    G. Advisory Board

  24. The DCMI Advisory Board is comprised of chairs of active groups (Communities and Task Groups); liaisons to other metadata activities; representatives of stakeholder organizations, regional centers and communities; invited experts appointed by the DCMI Managing Director. Every Member of DCMI has the right to appoint one representative on the DCMI Advisory Board. The members of the DCMI Usage Board are ex-officio members of the DCMI Advisory Board. The DCMI Managing Director, in consultation with the DCMI Oversight Committee, appoints additional members with specific expertise or representing specific communities as appropriate.

  25. The DCMI Advisory Board is chaired and convened by the DCMI Managing Director. One or more vice-chairs can be appointed as necessary. Members of the DCMI Advisory Board commit to the stated mission and principles of the DCMI. They must be able to assign appropriate resources to their duties, at least expressing their founded opinions on issues that are brought before the board. Members are expected to be involved on a regular basis in discussions of the DCMI Advisory Board, either attending meetings or participating in other scheduled communications (e-mail, teleconferences, IRC) that are provided as alternatives to travel.

  26. The DCMI Advisory Board gives advice to the DCMI Managing Director on all technical issues that occur during the operation of DCMI. The DCMI Advisory Board has a dual role in DCMI: an internal role to assist in and advise on the developments that take place within DCMI, and an external role to liaise with the stakeholder community and other global metadata initiatives. It has an important role in reviewing charters and activities of Communities and Task Groups. This role puts specific emphasis on recognizing and signaling potential conflicts between activities, suggesting specific coordination between groups, and proposing specific contacts with individuals, groups or organizations outside DCMI.

  27. DCMI Advisory Board members are appointed for three-year renewable terms. They may step down at any time if their professional or personal circumstances so require.

  28. The DCMI Advisory Board has no formal voting procedures and operates on a principle of consultation, striving towards consensus.

  29. The DCMI Advisory Board operates by mailing list (closed discussion group), telephone conferences and other forms of electronic communication. At least one meeting per year will be held in conjunction with the annual DCMI Conference. Scheduling of meetings is done far enough in advance so that as many members as possible may be present.

  30. The DCMI Managing Director includes reporting on the activities, meetings and recommendations of the DCMI Advisory Board in the confidential reporting to the DCMI Oversight Committee and the public reporting to the DCMI community.

    Article III: Funding and financial management

    A. Fiscal year

The fiscal year of DCMI ends on the last day of the month of June.

B. Depositories

The monies of DCMI are held in US Dollars in an account i nthe name of DCMI at a bank in Singapore.

C. Sources

Sources of revenue of DCMI include, but are not limited to, Membership and Partnership Fees, grants. DCMI will not accept contributions with conditions that compromise its fundamental character as an open and independent organization.

D. Assignment and reporting

  1. The DCMI Managing Director, in consultation with the DCMI Oversight Committee, assigns the funds of DCMI to meet costs directly related to the activities of the organization, including staff contracting and travel expenses of the DCMI Managing Director or others who are contributing to specific activities.
  2. The DCMI Managing Director reports to the DCMI Members through the DCMI Oversight Committee at least on a six-monthly basis.

    Article IV: Activities

    A. Web presence

DCMI maintains a Web presence to promote the organization, its activities and the Dublin Core standards. The Web site is kept up-to-date under responsibility of the DCMI Managing Director.

B. Reference documentation

DCMI provides a set of basic documents and other materials that constitute the reference documentation for the deployment of Dublin Core metadata. This documentation set is made available for referencing, consultation and download through the DCMI Web site, for any purpose and at no cost to the users. The copyright and other policies are explicitly specified on the DCMI Web site.

C. Work Structure

  1. Communities and Task Groups are installed and dissolved by the DCMI Managing Director as necessitated by the work at hand and the availability of expertise to accomplish such work. Such groups will be comprised of volunteers with the interest, expertise, and time to contribute to the solution of problems.
  2. Procedures governing the operation of the groups within DCMI and the approval processes for documents and specifications are set by the DCMI Managing Director and published on the DCMI Web site.

    D. Annual conference and workshop

As part of its operation, DCMI holds an annual conference and workshop. In conjunction with the annual event, meetings of the DCMI Members, DCMI Oversight Committee, DCMI Usage Board and DCMI Advisory Board take place.

Article V: Rights and policies

A. Intellectual property rights and trademark

Use of DCMI documentation and other products is governed by the DCMI Intellectual Property Notice as posted on the DCMI Web site.

B. Privacy policy

DCMI publishes its privacy policy on the DCMI Web site.

Article VI: Amendments

These Bylaws may be repealed or amended or new Bylaws adopted by decision of the DCMI Oversight Committee. In case of replacement or amendment of the Bylaws, the DCMI Managing Director will publish the new Bylaws within four weeks after the decision of the DCMI Oversight Committee, at which time they will come into full effect.